Corporation Law

HOLMES INSTITUTE FACULTY OF HIGHER EDUCATION

HA3021 Corporations Law Group Assignment 2020

Assessment Details and Submission Guidelines Trimester T1 2020

Unit Code HA3021

Unit Title Corporations Law

Assessment Type Group Assignment

Assessment Title HA3021 Group Assignment

Purpose of the assessment (with ULO Mapping)

The purpose of the Group Assignment is to provide students with an opportunity

to work in a collaborative environment in solving two case problems by citing the

relevant legal rules and cases and applying these to the facts of the case.

In this Group Assignment, students are required to:

4. Demonstrate the legal principles for managing a company in particular the

company’s relationship with others.

5. Critically analyse the concept of corporate internal rules and management.

6. Analyse the role and responsibility of directors and members in the

management of the company.

7. Analyse the interaction between members’ rights, directors’ duties and

corporate governance.

Weight 25% of the total assessment marks

Total Marks 25 (15% for the Group Report and 10% for the Presentation)

Word limit Group Written Report of maximum 2,000 words and a 10 minute presentation

Due Date Week 10

Submission Guidelines

• All work must be submitted on Blackboard by the due date along with a completed Assignment Cover Page.

• The assignment must be in MS Word format, no spacing, 12-pt Arial font and 2 cm margins on all four sides of your page with appropriate section headings and page numbers.

• Reference sources must be cited in the text of the report, and listed appropriately at the end in a reference list using the Australian Guide to Legal Citation (AGLC). NOTE: DO NOT USE Harvard Method. The Assignment MUST be in AGLC/Oxford Protocol. 5 marks WILL BE DEDUCTED if Harvard Method is used.

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HA3021 Corporations Law Group Assignment T1 2020

Assignment Specifications Purpose: The Group Assignment aims to provide students with an opportunity to work in a collaborative environment in reporting on a recent Australian Corporations Law case relating to Directors Duties and breaches of Directors Duties. You would need to form your own groups of between 3 and 5 students per group. You had been provided an instruction manual on how to create your groups via BB. Once a group has been created, please ensure you elect a leader in your group. The assignment consists of 2 parts: a 2,000 word written report and a 10 minute (maximum) in-class or video presentation.

Holmes is aware of the issues that some students are facing in forming groups for the Group Assignment. If there are extenuating circumstances which prevent you from forming a group for the Group Assignment then please contact your Unit Coordinator.

Instructions: Please read and re-read carefully to avoid mistakes.

General instructions: Read the following scenario and answer the questions that follow. There are three questions that requires to be answered.

James Burden is considering buying shares in a company, Saturday Night Live Ltd (SNL). After purchasing 1,000 shares of SNL, James received a letter (via email) from the company secretary advising him of a forthcoming annual general meeting (AGM). As a new shareholder of SNL, James has plenty of questions to SNL’s company secretary. James rings and asks SNL’s company secretary to explain to him what is meant by the terms ‘member’ and ‘shareholder’, and the different ways in which a person may become a member. He also asks to explain who may be eligible to become a member, and how many members a company is permitted to have. Finally, James asks: how does a person cease to be a member of a company?

1. Pretend that you are the company secretary and provide advice to James regarding his questions above. Use relevant sections of the Corporations Act 2001 and/or case laws to support your answer (5 marks)

At the company’s annual general meeting, James bumps into the company secretary. James had observed that the notice he had received advising him of his company’s annual general meeting had stated that it would commence ‘at 1 pm’. Yet, on the day, the annual general meeting had not commenced until 1.10 pm because the chair had been delayed in traffic while trying to reach the meeting’s venue. James surmised that this delay in starting the meeting could constitute a procedural irregularity that could only be rectified by his company conducting the whole annual general meeting again.

2. Pretend that you are the company secretary and provide advice to James regarding his question on procedural irregularity. Use relevant sections of the Corporations Act 2001 and/or case laws to support your answer (3 marks).

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HA3021 Corporations Law Group Assignment T1 2020

Alan, who is the Chief Financial Officer of SNL, has become aware that the company is seeking to tender for some major renovation work needed by the company. Alan’s cousin is in the renovation business so Alan tells him of the possibility of work at SNL. Alan tells his cousin the price range that SNL will consider and something about other companies that are tendering. Alan attends the meeting where they consider who will get the tender for the repair work, but does not disclose his connection with his cousin, who has put in a tender and actually wins the contract.

3. Does Alan have any potential liability for what he has done or not done? (7 marks)

Group report (15%)

1. The Group is required to write a commentary regarding the scenario above.

2. The Group report must be submitted via SafeAssign on Blackboard. Only the Group

Leader will upload.

3. The word count for the report is strictly up to 2,000 words ONLY. Please write the total word count for your report on the assignment cover sheet.

4. A minimum of eight (8) scholarly and academic references must be cited. One of these sources must be the case that is the topic of the report. The references must be cited both in-text and in a reference list at the end of the report.

Group presentation (10%)

1. Present the report as a video recording.

a. In the video presentation, groups must show to the satisfaction of the lecturer that all group members made a reasonable contribution to the group work.

b. Non-compliance with this requirement may result in a failing mark for the entire group.

2. Your video link must be uploaded to a publicly-viewable video sharing platform (ex.

Youtube, Dropbox, Google drive) and the video link uploaded on Blackboard.

3. The video presentation must be a minimum presentation length of 10 minutes and should not exceed 15 minutes.

IMPORTANT REMINDERS:

• All group report submissions must be de done online and run through SafeAssign. No hard copies are to be submitted. Only one group member needs to submit for the whole group.

• Please fill in the “Rubric Group Report” sheet (available in Blackboard under “Assignments and Due dates) and attach as a cover sheet to your group report and upload on Blackboard.

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HA3021 Corporations Law Group Assignment T1 2020

• Each team member also must also submit to their lecturer a “Peer Evaluation of

Individual Participation in Group Assignment” sheet (available in Blackboard under “Assignments and Due dates) with their video.

• No submission of either the group report or video presentation link on Blackboard / SafeAssign is equivalent to non-submission, which will merit a mark of 0 (zero) for the whole group for this assessment.

• Late submissions will be subject to Holmes Institute policy on student assessment

submission and late penalties (please refer to subject outline and Student handbook).

• All reports are expected to observe proper referencing in accordance with the Australian Guide to Legal Citation (AGLC). A copy of the AGLC may be read online for free via this link: https://law.unimelb.edu.au/ data/assets/pdf_file/0005/2877782/AGLC3.pdf

• Refer to the following: 2019 Holmes Institute Student Handbook:

4. Faculty of Higher Education Study Skills p.22 onwards

4.1 Guide to Academic Referencing Referencing is a convention of academic writing that students must follow for several reasons, including:

acknowledging the ideas, information, and words of others; enabling readers to judge your understanding and use of existing knowledge; avoiding accusations of plagiarism.

4.2 Legal Referencing p.25

4.2.1 Legal Citation Correct legal citation is essential. Something as simple as the incorrect use of a bracket can change the meaning of the citation. In general terms the law comes from two sources; the decisions of courts in cases (‘case law’ or ‘common law’) and the legislation made by parliament (‘statute law’). 4.2.2 Citing Case Law 4.2.3 Citing Legislation 4.3 Guide to Academic Integrity p.27-28 Holmes Institute places strong emphasis on Academic Integrity and views any forms of academic misconduct such as cheating, contract cheating and plagiarism as serious offences. Academic misconduct in any form for any form of assessment is not tolerated. 4.3.1 Cheating

https://law.unimelb.edu.au/%20data/assets/pdf_file/0005/2877782/AGLC3.pdf

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HA3021 Corporations Law Group Assignment T1 2020

4.3.2 Plagiarism p.27 Plagiarism is any act to steal or pass off (the ideas or words of another) as one’s own, use (another’s production) without crediting the source, and commit literary theft, present as new and original an idea or product derived from an existing source. Plagiarism also includes self-plagiarism, which is using your own previous work to satisfy a requirement for a new piece of work. It is the responsibility of the student who is submitting the work, to ensure that the work is in fact her/his own work. Incorporating another’s work or ideas into one’s own work without appropriate acknowledgment is an academic offence. Students should submit all assignments for plagiarism checking on Blackboard before final submission in the unit. Plagiarism includes but is not limited to:

presentation of the work, ideas, statements or words of another as one’s own; paraphrasing without acknowledging the authorship and source through proper

citation; direct quotation of any source material without proper citation; submitting papers written by another person as your own; offering false, fabricated or fictitious sources or data for papers, reports, and other

reference material; this includes but is not limited to the submission of a work, in part or in whole,

completed by another. 4.3.3 Consequences of Academic Misconduct Holmes Institute does not tolerate academic misconduct. Different forms of academic misconduct attract different consequences depending on the severity of the breach of academic integrity and the student’s experience in higher education, including but not limited to whether a student has previously been in breach of academic integrity. Depending on the act of academic misconduct, the consequence may be determined by the lecturer/faculty member or representative, the Board of Examiners and/or the Academic Board. 4.3.3.1 Consequences of Cheating 4.3.3.2 Consequences of Plagiarism and Contract Cheating

Marking criteria

Marking criteria Weighting (%)

Group Report (see detailed marking rubric below) 15%

Presentation (see detailed marking rubric below) 10%

TOTAL Weight 25%

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HA3021 Corporations Law Group Assignment T1 2020

Marking Rubric

Written Report (15 marks)

MARKING CRITERIA Excellent Good Fair Poor

ORIGINALITY (Whether the answer is original, in the sense that the answers are the group’s own written work

ISSUES (Whether relevant legal issues covered in the subject have been identified and discussed)

AUTHORITIES (Whether relevant authorities – case law and legislation - have been identified in relation to a proposition of law)

PRINCIPLES (Whether a correct representation and interpretation of applicable legal principles is provided)

APPLICATION (Whether an evaluation of the preferable course of action to take – if required – has been undertaken)

CONCLUSION (Whether a reasoned conclusion has been drawn)

EXPRESSION (How well expressed and comprehensible the answer is)

ANALYSIS (The depth of insight and observations)

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HA3021 Corporations Law Group Assignment T1 2020

CLARITY (Clarity and logical cogency of the reasoning)

APPEARANCE AND CITATIONS (Whether appropriate writing conventions and style of writing have been followed)

Video Presentation (10 marks)

MARKING CRITERIA Excellent Good Fair Poor

Group member participation and division of parts

Depth of analysis and evidence of understanding of the issues presented and critical thinking in answers

Level of professionalism of presentation (including members in appropriate business attire; and use of visual aids)

Overall clarity of presentation

List of suggested Corporations law cases

Note: these cases are only suggestions. Students are encouraged to do their own research and find other cases dealing with directors’ breaches of duties under the Corporations Act 2001 (Cth). Students may show their chosen case to their lecturer for confirmation prior to commencing their group report.

1. Gore v ASIC [2017] FCAFC 13 2. Asden Developments Pty Ltd (in liq) v Dinoris (No 3) [2016] FCA 788 3. ASIC v Cassimatis (No. 8) [2016] FCA 1023 4. ASIC v Flugge (No 2) [2017] VSC 117 (sequel to ASIC v Flugge & Geary [2016] VSC

779) 5. ASIC v Padbury Mining Limited [2016] FCA 990 6. ASIC v Sino Australia Oil and Gas Limited (in liq) (2016) 7. ASIC v Mariner Corporation Limited [2015] FCA 589 8. Forty Two International Pty Limited v Barnes [2014] FCA 85 – delete this case as not

really on directors’ duties 9. ASIC v Australian Property Custodian Holdings Limited (No 3) [2013] FCA 1342 10. ASIC v Hobbs [2012] NSWSC 1276

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HA3021 Corporations Law Group Assignment T1 2020

11. Fodare Pty Ltd v Shearn [2011] NSWSC 479 12. ASIC v Fortescue Metals Group Ltd [2011] FCAFC 19 13. Groeneveld Australia Pty Ltd & Ors v Nolten & Ors (No 3) [2010] VSC 533 14. Jubilee Mines NL v Riley [2009] WASCA 62 15. ASIC v Narain [2008] FCAFC 120 16. ASIC v Maxwell & Ors [2006] NSWSC 1052 17. ASIC v Edwards (No. 3) [2006] 57 ACSR 209 18. ASIC v Stephen William Vizard [2005] FCA 1037 19. ASIC v Plymin [2003] 175 FLR 124 (affirmed on appeal in Elliott v ASIC [2004] 10

VR 369) 20. ASIC v Parker r [2003] 21 ACLC 888; [2003] FCA 262 21. ASIC v Southcorp Limited (No 2) [2003] FCA 1369 (27 November 2003); 203 ALR

627; 22 ACLC 1 22. ASIC v Whitlam [2002] NSWSC 591 23. R v Rivkin [2002] NSWSC 1182; 198 ALR 400; 45 ACSR 366 24. R v Firns 51 NSWLR 548; 38 ACSR 223; [2001] NSWCCA 191 25. Kokotovich Constructions Pty Ltd v Wallington (1995) 13 ACLC 1113 (NSW Court of

Appeal) 26. R v Byrnes and Hopwood (1995) 183 CLR 501; (1995) 130 ALR 529 27. AWA Ltd v Daniels (1992) 10 ACLC 933; on appeal Daniels v Anderson (1995)

37 NSWLR 438 28. Vrisakis v Australian Securities Commission [1993] 9 WAR 395 29. Whitehouse v Carlton Hotel Pty Ltd [1987] 162 CLR 285 30. Aberdeen Railway Co v Blaikie Bros (1854) 1 Macq 461 31. Furs Ltd v Tonkies (1936) 54 CLR 583; 32. State of South Australia v Marcus Clark (1996) 14 ACLC 1019 33. North West Transportation Co Ltd v Beatty (1887) 12 App Cas 589 34. Regal (Hastings) Ltd v Gulliver [1942] 1 All ER 378 35. Queensland Mines Ltd v Hudson (1978) 18 ALR 1 36. Kinsela v Russell Kinsela Pty Ltd (in liq) (1986) 4 NSWLR 722 37. Roden v International Gas Applications (1995) 125 FLR 396 38. Camelot Resources Ltd v MacDonald (1994) 14 ASCR 437 39. McGellin v Mount King Mining NL (1998) 144 FLR 228